Ryanair 2009 Annual Report Download - page 111

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Other Provisions of the Articles of Association. There are no provisions in the Articles:
(i) delaying or prohibiting a change in the control of the Company, but which operate only with
respect to a merger, acquisition or corporate restructuring;
(ii) discriminating against any existing or prospective holder of shares as a result of such
shareholder owning a substantial number of shares; or
(iii) governing changes in capital,
in each case, where such provisions are more stringent than those required by law.
MATERIAL CONTRACTS
In February 2005, the Company and Boeing entered into a new series of agreements for the purchase
by the Company of new Boeing 737-800 aircraft for delivery during the period from April 2008 through March
2012, as well as for options to purchase additional aircraft. See “Item 4. Information on the Company—
Aircraft” and “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a
detailed discussion of the 2005 Boeing contract.
EXCHANGE CONTROLS
Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish
securities (including shares or depositary receipts of Irish companies such as the Company). Dividends and
redemption proceeds also continue to be freely transferable to non-resident holders of such securities.
Under the Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may
make provision for the restriction of financial transfers between Ireland and other countries. Financial transfers
are broadly defined, and the acquisition or disposal of the ADRs, which represent shares issued by an Irish
incorporated company, the acquisition or the disposal of Ordinary Shares and associated payments may fall
within this definition. Dividends or payments on the redemption or purchase of shares and payments on the
liquidation of an Irish-incorporated company would fall within this definition. Orders made by the Minister for
Finance pursuant to the 1992 Act prohibit certain financial transfers to (or in respect of funds held by) the
governments of certain countries, as well as senior members thereof and members of certain terrorist
organizations.
The Company does not anticipate that Irish exchange controls or orders under the 1992 Act will have a
material effect on its business.
LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS
The board of directors of Ryanair Holdings is given certain powers under the Articles to take action to
ensure that the number of shares held in Ryanair Holdings by non-EU nationals does not reach a level which
could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit,
consent or privilege which it holds or enjoys and which enables it to carry on business as an air carrier (a
“License”). In particular, EU Regulation 2407 / 92 requires that, in order to obtain and retain an operating
license, an EU air carrier must be majority-owned and effectively controlled by EU nationals. The regulation
does not specify what level of share ownership will confer effective control on a holder or holders of shares. As
described below, the directors will, from time to time, set a “Permitted Maximum” on the number of Ordinary
Shares that may be owned by non-EU nationals at such level as they believe will comply with EU law. The
Permitted Maximum is currently set at 49.9%.